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Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt

NOTE 5. DEBT

 

Convertible Debt

 

The Company has notes payable in the amount of $916 as of March 31, 2020 which was $890 on December 31, 2019, respectively pursuant to a convertible debt offering that commenced June 13, 2019. The offering was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules promulgated thereunder. The notes bear interest at 12% per year, with the balance due and payable within 1 year from the issuance date unless earlier converted into shares of Company Common Stock upon the issuance by Reliability of Company Common Stock for gross proceeds of at least $5,000. Warrants can only be redeemable if the proceeds of $5,000 are obtained by the Company from the sale of equity securities.

 

In February 2020, we took out a $250 6-month term loan from Triumph at 10% APR, in order to meet our cash obligations. On April 7, 2020t, in the face of the COVID 19 lockdown, Triumph offered a 2-month payment holiday and to extend the note payment, which ultimately was agreed to end in February 2021.

 

Tax Liabilities

 

When the Maslow Media Group was initially acquired by Vivos Holdings, LLC in December 2016, Reliability’s corporate status was changed from an S Corp to a C Corp due to its new ownership structure. This triggered an accelerated tax event, a $215 estimated annual impact per year for four years, that Reliability is working with the IRS to pay off. As of March 31, 2020, the tax liability was $802 compared to $817 as of December 31, 2019.

 

Factoring Facilities

 

Triumph Business Capital

 

On November 4, 2016, the Company entered into a factoring and security agreement with Triumph Business Capital (“Triumph”). Pursuant to the agreement, the Company received advances on its accounts receivable (i.e. invoices) through Triumph to fund growth and operations. The proceeds of this agreement were used to pay operating costs of the business which include employee salaries, vendor payments and overhead expenses. On January 5, 2018, the agreement was amended to lower the factoring fee and interest rate for a term of one year. The agreement was amended again on January 19, 2018, to increase the maximum advance rate to $5,500. In January 2020, a new agreement was negotiated with Triumph lowering advance rate from 18 basis points to 15 and the interest rate from prime plus 2.5% to prime plus 2%. The amount of an invoice eligible for sale to Triumph went from 90% to 93%. The agreement which previously renewed annually, is now month to month. The Company continues to be obligated to meet certain financial covenants in respect to invoicing and reserve account balance.

 

In accordance with the agreement, a reserve amount is required for the total unpaid balance of all purchased accounts multiplied by a percentage equal to the difference between one hundred percent and the advanced rate percentage. As of March 31, 2020, the required amount was 10%. Any excess of the reserve amount is paid to the Company on a weekly basis, as requested. If a reserve shortfall exists for a period of ten-days, the Company is required to make payment to the financial institution for the shortage.

 

Accounts receivable were sold with full recourse. Proceeds from the sale of receivables were $6,857 for the three months ended March 31, 2020. The total outstanding balance under the recourse contract was $4,169 March 31, 2020 and $5,508 as of December 31, 2019.

 

The Factoring Facilities are collateralized by substantially all the assets of the Company. In the event of a default, the Factor may demand that the Company repurchase the receivable or debit the reserve account. Total finance line fees for the three months ended March 31, 2020 and 2019 totaled $14 and $12, respectively.

 

Wilco Capital Management

 

Following the Acquisition, the Company continued factoring IQS Receivables with IQS’s factor, Wilco Capital Management (formerly known as First Avenue Funding, LLC) (“Wilco”). As of March 31, 2020, the outstanding balance was $0 as this relationship ended on March 31, 2020, when Triumph bought out this factoring relationship.